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STOCKHOLDERS’ EQUITY
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Series A Convertible Preferred Stock
In January 1997, the Board of Directors authorized the creation of 30,000 class of Series A Convertible Preferred Stock with a par value of $.01. The Series A Convertible Preferred Stock is convertible into an equal number of common shares at the holder’s option, subject to adjustment for anti-dilution. The holders of Series A Convertible Preferred Stock are entitled to receive dividends as and if declared by the Board of Directors. In the event of liquidation or dissolution of the Company, the holders of Series A Convertible Preferred Stock are entitled to receive all accrued dividends, if applicable, plus the liquidation price of $1.00 per share. As of December 31, 2022, and 2021, there were no outstanding shares of Series A Convertible Preferred Stock.
Stock-based Compensation
To retain and attract qualified personnel necessary for the success of the Company, the Company adopted the 2015 Omnibus Incentive Plan (the “Plan”) covering up to 5,236,000 of the Company’s common shares, pursuant to which officers, directors, key employees and consultants to the Company are eligible to receive incentive stock options, nonqualified stock options and restricted stock units. All the equity compensation plans prior to Company’s 2015 Omnibus Incentive Plan have been closed. The Compensation Committee of the Board of Directors administers this Plan and determines the terms and conditions of stock options granted, including the exercise price. This Plan generally provides that all stock options will expire within ten years of the date of grant. Incentive stock options granted under this Plan must be granted at an exercise price that is not less than the fair market value per share at the date of the grant and the exercise price must not be less than 110% of the fair market value per share at the date of the grant for grants to persons owning more than 10% of the voting stock of the Company. This Plan also entitles non-employee directors to receive grants of non-qualified stock options as approved by the Board of Directors.
The Company uses the Black-Scholes option pricing model to value the options on the grant date. The table below presents the weighted average expected life of the stock options in years. The Company uses the simplified method for all restricted stock units and stock options to estimate the expected life of the option and assumes that stock options will be exercised evenly over the period from vesting until the awards expire. Volatility is determined using changes in historical stock prices. The interest rate for periods within the expected life of the award is based on U.S. Treasury yield curve in effect on the grant date. Options, generally, vest from one year to four years. The compensation expense is recognized over the requisite service period on a straight-line basis, reduced by forfeitures as they occur.
Certain option awards are classified as liability awards. The fair values of these awards are determined at each reporting period utilizing a Black Scholes option pricing model, and the associated compensation expense (credit) for the reporting period is recorded. The Company decreased by $(324) and $3,332, of stock-based compensation expense in the years ended December 31, 2022 and 2021, respectively.
The fair value of the Company’s stock options granted in 2022 that are being classified as equity awards were estimated using the Black-Scholes option pricing model with the following assumptions and weighted average fair values:
Year Ended
December 31, 2022
Valuation assumptions: 
Grant price
$1.71 – $2.46
Exercise price
$1.71 – $3.69
Expected dividend yield%
Expected volatility
84.59% – 86.92%
Expected life (in years)
2.94 – 3.75
Risk-free interest rate
2.76% – 3.07%
The fair value of the Company’s stock options granted in the years ended, December 31, 2018 and December 31, 2019, that are being classified as liability awards were marked-to-market using the Black-Scholes option pricing model with the following assumptions and weighted average fair values:
Year Ended
December 31, 2022
Valuation assumptions:
Exercise price range
$2.68 – $2.87
Expected dividend yield%
Expected volatility range for grants after mark-to-market adjustment
82.03% - 82.87%
Expected life (in years) for grants after mark-to-market adjustment
0.04 – 0.96
Risk-free interest rate range for grants after mark-to-market adjustment
0.52% - 4.74%
Stock option activity during the periods indicated below was as follows:
Number of
Shares
Subject to
Issuance
Weighted- average Exercise PriceWeighted- average Remaining
Contractual Term
Aggregate Intrinsic Value
Outstanding at December 31, 2020637,882$2.50 2.55 years$5,686 
Granted221,84310.38  
Forfeited(3,000)2.79 
Exercised(360,301)2.34  
Outstanding at December 31, 2021496,424$6.13 3.03 years$528 
Granted732,2282.14 
Forfeited(108,408)4.53 
Exercised— 
Outstanding at December 31, 20221,120,244$3.68 3.50 years$84 
Exercisable at December 31, 2022366,460$5.35 1.78 years$84 
The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they all exercised their options on December 31, 2022. This amount changes based upon the fair market value of the Company’s stock.
The following is a summary of stock options as of December 31, 2022:
Options OutstandingOptions Exercisable
Range of Exercise PricesNumber of
Options
Weighted-
average
Remaining Life
Weighted-
average
Exercise
Price
Number of
Options
Weighted-
average
Exercise
Price
$1.71 to $3.69
931,8094.21 years$2.29 244,581$2.70 
$8.56 to $11.50
188,4353.20 years$10.56 121,879$10.66 
1,120,2443.50 years$3.68 366,460$5.35 
The weighted-average fair value of the options granted during the year ended December 31, 2022 is $2.14. All stock options have been issued with an exercise price that is equal or above the fair market value of the Company’s Common Stock on the date of grant.
Restricted Stock Units
The Company periodically issues Restricted Stock Units (“RSUs”) which are equity-based instruments that may be settled in shares of common stock of the Company. The Company issues RSUs to certain directors as compensation which vest with the passage of time. The vesting of all RSUs is contingent on continued board and employment services.
The compensation expense incurred by the Company for RSUs is based on the closing market price of the Company’s common stock on the date of grant, is amortized on a straight-line basis over the requisite service period and charged to operating expenses with a corresponding increase to additional paid-in capital, reduced by forfeitures when they occur.
Restricted stock unit activity during the periods indicated below is as follows:
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Outstanding at December 31, 20201,754$11.40 
Granted443,44210.30 
Forfeited(4,650)11.50 
Vested and Settled in shares(32,170)8.47 
Outstanding at December 31, 2021408,376$10.43 
Granted139,9582.23 
Forfeited(36,445)10.35 
Vested and Settled in shares(296,997)8.03 
Outstanding December 31, 2022214,892$8.43 
Performance Stock Units
On August 7, 2020, the Company issued 265,942 Performance Stock Units (PSUs) to its officers and certain employees as compensation (“PSU Plan”). 50% of the PSUs were to vest based on the Company’s market price and 50% were to vest based on the Company’s Adjusted EBITDA. Both the conditions were to occur over a specified time and were contingent on continued employment services.
On November 4, 2021, the Company amended its PSU Plan so that 100% of the PSUs will vest based on the Company’s market price as the sole vesting criteria. As a result of this amendment, the adjusted EBITDA performance metric from the previous plan is no longer a criteria performance metric. The Company recorded additional stock-based compensation expense of $164 in the fourth quarter of 2021 resulting from the amendment to the PSU Plan.
The fair value of these awards with a market condition was estimated, at the date of grant, using the Monte Carlo Simulation model with compensation expense being determined on the closing market price of the Company’s common stock on the date of grant and is amortized ratably on a straight-line basis over the requisite service period. With the amendment mentioned above such that the Company's market price is the sole vesting criteria for these awards, compensation expense is charged to operating expenses with a corresponding increase to additional paid-in capital and is not reversed if the vesting criteria is not met.
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2020265,942$7.91 
Forfeited(37,444)7.91 
Outstanding at December 31, 2021228,498$7.91 
Forfeited(50,810)7.91 
Outstanding at December 31, 2022177,688$7.91 
As of December 31, 2022, there was $2,135 of total unrecognized compensation costs, related to all unvested stock options, restricted stock units and performance stock units. These costs are expected to be recognized as compensation expense over a weighted average period of approximately 1.50 years.
Stock-based compensation expense for the years ended December 31, 2022 and 2021 is as follows:
Years Ended December 31,
20222021
Stock options$382 $4,143 
Restricted stock units1,342 1,956 
Performance stock units731 301 
$2,455 $6,400 
Stock-based compensation is included in operating expenses as follows:
Years Ended December 31,
20222021
Selling, general and administrative$1,789 $5,782 
Research and development666 618 
$2,455 $6,400 
As of December 31, 2022, the Company had 1,250,244 shares available for future grants under the Company’s equity compensation plans.
Warrants
All previously granted warrants were issued with an exercise price that was equal to or above the fair market value of the Company’s common stock on the date of grant. As of December 31, 2022, the Company had no remaining warrants available to exercise. There were 9,000 warrants exercised at a price of $2.20 during the year ended December 31, 2021.